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Santander Holdings USA, Inc. Announces Offer To Purchase For Cash Any And All Of Its Outstanding Sovereign Capital Trust VI 7.908% Capital Securities

Stocks in this article: SAN

BOSTON, Oct. 3, 2012 /PRNewswire/ -- Santander Holdings USA, Inc. ("SHUSA"), a wholly owned indirect subsidiary of Banco Santander, S.A., announced today that it has commenced a fixed price cash tender offer for any and all Sovereign Capital Trust VI 7.908% Capital Securities (the "Capital Securities"), with an aggregate liquidation amount outstanding of $300 million (CUSIP No. 84604BAA7).

The tender offer will expire at 11:59 p.m. ( New York City time) on October 31, 2012, unless the tender offer is earlier terminated or extended (as may be extended, the "Expiration Time").  The tender offer is being made exclusively to holders of the Capital Securities pursuant to an offer to purchase dated October 3, 2012 (as it may be amended, the "Offer to Purchase") and a related letter of transmittal dated October 3, 2012 (as it may be amended, the "Letter of Transmittal"), which sets forth the terms and conditions of the tender offer.

Holders of the Capital Securities who validly tender (and do not validly withdraw) their Capital Securities at or before 5:00 p.m. ( New York City time) on October 16, 2012 (as may be extended, the "Early Tender Time") will be eligible to receive consideration equal to $1,050 per $1,000 liquidation amount of Capital Securities tendered, which includes an early tender payment of $50 per $1,000 liquidation amount of Capital Securities.

Holders who tender their Capital Securities after the Early Tender Time but at or before the Expiration Time will receive $1,000 per $1,000 liquidation amount of Capital Securities tendered.  Only holders of the Capital Securities who validly tender (and do not validly withdraw) their Capital Securities at or before the Early Tender Time will receive the total consideration of $1,050 per $1,000 principal amount of Capital Securities tendered.

Tendered Capital Securities may be validly withdrawn at or before 5:00 p.m. ( New York City time) on October 16, 2012 (as may be extended, the "Withdrawal Deadline"), but not thereafter, except as may be required by law.

In addition to the applicable consideration, all holders of Capital Securities accepted for purchase will receive accrued and unpaid interest on such Capital Securities from the last interest payment date to, but not including, the date such Capital Securities are purchased in the tender offer.

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